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STAAR SURGICAL CO

For the period ended May 1, 2026. Filed May 4, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 1, 2026 · Filed May 4, 2026

STAA$25.21-5.7%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

STAAR Surgical Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0‑11.

Swiss manufacturing has ramped up to support supply of EVO+ and EVO to China, STAAR’s largest market.EVO+ Launched in China in December 2025 to strong surgeon feedback and early demand exceeding expectations.In February 2026, we surpassed 4 million Implantable Collamer Lenses sold globally – just two years after our 3 million milestone.

Expanding Access to EVO Around the World •US FDA approved an expanded age indication - now 21-60 - growing the total addressable market for EVO•Brazil approved an expanded indication range, reducing the lower end of the range from -6.0D to -0.5D, expanding access to EVO in this emerging market •In early 2025, EVO was approved for sale in Taiwan, a market with very high myopia prevalence

2026 Strategic Imperatives Expanding Revenue •Drive growth in priority markets through tighter commercial execution, including enhanced sales planning, governance cadence, and focused market development •Optimize pricing and portfolio strategies•Strengthen alignment with key stakeholders—surgeons, practices, and patients—to accelerate adoption and market share Improving Profit •Improve profitability through disciplined cost management and supply chain optimization (yield, shelf life, and returns)•Allocate investments toward highest-return opportunities using data-driven ROI and marketing effectiveness insights•Enhance organizational effectiveness by addressing commercial capability gaps and advancing enterprise-wide AI initiativesAccelerating Innovation•Execute product launches with a focus on launch excellence and global-to-local deployment •Increase pipeline visibility and credibility through strengthened governance, resource discipline, and milestone tracking •Prioritize high-impact innovations by refining portfolio management based on value, probability, and strategic fit

Dear Fellow Shareholders:

2025 was a difficult year of meaningful transition for STAAR. We expect 2026 to be a stronger year—one defined by renewed revenue growth, improving profitability, and continued progress across our innovation pipeline.

Less than five years ago, STAAR was experiencing a period of hyper-growth, supported by the durable advantages of our Collamer® lens material and the growing global recognition that the future of refractive surgery is lens-based. Those fundamental advantages remain firmly intact today. Across most markets, we believe refractive surgery will continue to shift toward lens-based procedures and away from laser-vision correction procedures that require corneal tissue removal.

Over the past several years, however, a combination of macroeconomic headwinds—particularly in China, our largest market—and a loss of focus contributed to slower revenue growth, increased an elevated cost structure, reduced profitability, and delayed the progress of our innovation pipeline. These challenges negatively affected our business performance and, understandably, investor confidence in STAAR.

In early 2025, we took decisive action to reset the business. We temporarily paused shipments to China to address elevated channel inventory, implemented significant cost reductions, and accelerated the expansion of our manufacturing capabilities in Switzerland in response to rising tariffs. These actions were not easy, but they were necessary to restore discipline, improve visibility, and position STAAR for sustainable growth and profitability.

During the year, we also navigated a period of additional disruption related to the proposed merger with Alcon. This process introduced temporary uncertainty across parts of our distribution network and diverted management focus. In January 2026, our shareholders rejected the proposal, allowing STAAR to return its full attention to long-term value creation as an independent company.

Following that outcome, we took additional steps to strengthen alignment and execution. We enhanced Board representation and shareholder alignment by adding three new directors directly representing over 37% of our outstanding shares. And in February, we implemented an interim Co-Chief Executive Officer structure designed to combine complementary experience, increase operational oversight, and re-enforce accountability. Today, STAAR is regaining momentum. With China inventory normalization largely complete, early demand for EVO+TMin China exceeding expectations, meaningful cost actions behind us, and our Swiss manufacturing expansion progressing, we enter 2026 better positioned to deliver improved financial performance.

Our strategy is clear and grounded in three priorities: driving revenue growth through focused execution in key markets, expanding profitability through disciplined cost management and improved operating leverage, and accelerating innovation to strengthen our product portfolio and pipeline. These priorities are supported by our differentiated technology, including our proprietary Collamer material and the proven performance of EVO ICLTM, as well as a large and growing global opportunity driven by increasing myopia prevalence and rising incidence of dry eye disease.

We believe STAAR is well positioned to benefit from the continued shift toward lens-based refractive surgery, and we remain confident in our ability to execute and create long-term value.

Our Board, leadership team, and employees are aligned in this effort. We are committed to disciplined execution, thoughtful governance, and sustained value creation for our shareholders. Thank you for your continued support.

Sincerely,
Warren FoustInterim Co-CEO, President and COODeborah AndrewsInterim Co-CEO and CFO
STAAR SURGICAL COMPANY 25510 Commercentre Dr.Lake Forest, CA 92630NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS
Meeting Date:June 18, 2026 · Meeting Time:8:30 a.m. Pacific Time · Meeting Place:Virtual via the internet
Who may Vote: Shareholders of record at the close of business on April 20, 2026The Board of Directors is soliciting your proxy for the annual meeting of the shareholders (the “Annual Meeting”) of STAAR Surgical Company (“STAAR” or the “Company”) to be held on June 18, 2026, at 8:30 a.m. (Pacific Time), and at any and all postponements or adjournments of the Annual Meeting, for the purposes set forth in this Notice and the accompanying Proxy Statement. The Annual Meeting will be conducted by live audio webcast via the internet at www.virtualshareholdermeeting.com/STAA2026. STAAR shareholders or their legal proxy holders can participate, submit questions, and vote at the Annual Meeting by visiting www.virtualshareholdermeeting.com/STAA2026 and using a valid control number. Items of Business
1Elect the following seven director nominees named in the Proxy Statement for a term of office expiring at the Company’s 2027 annual meeting of shareholders or until their successors are duly elected and qualified: Neal C. Bradsher, Arthur C. Butcher, Wei Jiang, Richard T. LeBuhn, Louis E. Silverman, Christopher M. Wang, and Lilian Y. Zhou
2Approve an amendment to the Company’s Amended and Restated Omnibus Equity Incentive Plan, as amended, which increases the number of shares of Company common stock that are reserved for issuance under the plan by 3.9 million shares
Ways to Vote:3Ratify the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending January 1, 2027
By Internet By Telephone By Mail4Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers
Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement of the meeting
The Annual Meeting will be held as a live audio webcast via the internet. You will not be able to attend the Annual Meeting in person. The accompanying Proxy Statement includes instructions on how to participate in the Annual Meeting and how you may vote your shares. Your vote is important to us. Whether or not you expect to attend the Annual Meeting by live audio webcast, please submit a proxy or your voting instructions as soon as possible to instruct how your shares are to be voted at the Annual Meeting.
The Board of Directors recommends a vote “FOR” each of the director nominees named in Item 1, and “FOR” Items 2, 3 and 4.

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY

MATERIALS FOR THE STAAR SURGICAL COMPANY 2026 ANNUAL MEETING OF

SHAREHOLDERS TO BE HELD ON JUNE 18, 2026

You can find this Notice of the Annual Meeting, the Proxy Statement for the Annual Meeting, and the Company’s Annual Report on Form 10-K for the fiscal year ended January 2, 2026 (“2025 Annual Report”) atwww.proxyvote.com. To view materials via the internet, please follow the instructions set forth on the Notice of Availability of Proxy Materials mailed on or about May 4, 2026, to all shareholders of record as of the close of business on April 20, 2026.

Shareholders of record as of the close of business on April 20, 2026 are entitled to notice of, and to vote at, the Annual Meeting. Shareholders of record can vote via:

-The Internet atwww.proxyvote.com (and following instructions on the proxy card, Notice, or voting instruction form);

-By calling 1-800-690-6903; or

-By mail if you request a paper copy of the materials, which will include a proxy card (please see the instructions on the Notice of Availability of Proxy Materials). Complete, sign, date, and return your proxy card in the envelope enclosed with the physical copy of your proxy materials.

If you are a beneficial owner who holds shares in “street name” through a broker, bank or other nominee, you should refer to the voting instructions provided by the organization that holds your shares.

The Annual Meeting will be held as a live audio webcast via the internet. To be admitted to the Annual Meeting, please visitwww.virtualshareholdermeeting.com/STAA2026. Online check-in will be available approximately 10 minutes before the meeting starts. If you are a shareholder of record, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card. If you are a beneficial owner who holds shares in “street name” through a broker, bank or other nominee and your voting instruction form or Notice of Internet Availability of Proxy Materials indicates that you may vote those shares through thehttp://www.proxyvote.com website, then you may be admitted using the 16-digit control number included on that instruction form or notice. Otherwise, beneficial owners should contact their broker, bank or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend and participate in the Annual Meeting. Once admitted to the Annual Meeting, shareholders will be able to vote at the Annual Meeting by following the instructions on the Annual Meeting website.

By Order of the Board of Directors,

Neal C. Bradsher

Board Chair

Lake Forest, California

May 4, 2026

Table of ContentsPage
Proxy Statement Summary1
Proposal No. 1: Election of Directors4
Information Regarding Director Nominees5
Corporate Governance10
Compensation of Directors20
Information Regarding Executive Officers22
Compensation Discussion and Analysis24
—Overview and Highlights24
—Compensation Program Philosophy and Process26
—Elements of Compensation27
—Change-in-Control and Other Benefits34
—Compensation Letters, Employment and Other Agreements35
—Compensation Committee Report39
—Compensation Committee Interlocks and Insider Participation39
Compensation Tables40
Equity Compensation Plan Information47
Pay Ratio Disclosure48
Pay Versus Performance50
Review of Related Person Transactions54
Security Ownership of Principal Shareholders and Management55
Delinquent Section 16(a) Reports57
Audit Committee Report58
Proposal No. 2: Approval of Amendment No. 2 to Amended and Restated Omnibus Equity Incentive Plan59
Proposal No. 3: Ratification of Independent Registered Public Accounting Firm68
Proposal No. 4: Advisory Vote to Approve Executive Compensation70
Questions and Answers about the Annual Meeting and Voting72
Appendix 1—Amendment No. 2 to Amended and Restated Omnibus Equity Incentive PlanA1-1
Appendix 2—Amendment No. 1 to Amended and Restated Omnibus Equity Incentive PlanA2-1
Appendix 3—Amended and Restated Omnibus Equity Incentive PlanA3-1

Forward-Looking Statements and Website References

This document contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are those concerning expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are other than statements of historical fact. Forward-looking statements contained in this proxy statement, include, without limitation, our expectations regarding the demand for ICLs; our expectations regarding the benefits of leadership realignment; and the plans, strategies, and objectives of management for future operations or prospects for achieving such plans, including statements under the caption “2026 Strategic Imperatives.” We caution you that these statements are not guarantees of future performance, nor promises that goals or targets will be met. Although we believe that the expectations and assumptions reflected in these statements are reasonable, there can be no assurance that these expectations and assumptions will prove to be correct. Forward-looking statements are subject to many risks and uncertainties, including but not limited to the risk factors described in Part I. Item 1A. Risk Factors, in our 2025 Annual Report and those made in our future filings with the Securities and Exchange Commission (the “SEC”), and actual results may differ materially from the results anticipated in such forward-looking statements. Our forward-looking statements speak only as of the date of this proxy statement, and we undertake no duty to update or revise any forward-looking statement that we may make, whether as a result of new information, future events or otherwise, except as may be required by applicable law, regulation or other competent legal authority. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.